'̂ARfc'

No. S-135670Vancouver

\fn the Supreme Court of British Columbia

MAY 3 02017 I ./.__N.O;^'150Vancouver

ENTRReD

Between

Darren Ewert

Plaintiff

And

Continental AG, Continental Automotive Systems US, Inc.,Continental Tire Canada, Inc. {fka Continental Automotive Canada Inc.),

Dense Corporation, Denso International America Inc.,Denso Manufacturing Canada, Inc., Denso Sales Canada, Inc.,

Valeo, Inc., Sumitomo Electric Industries, Ltd., SEWS Canada Ltd.,Sumitomo Wiring Systems, Ltd., Sumitomo Electric Wiring Systems,

Inc., Sumitomo Wiring Systems (U.S.A.), Inc., Hitachi, Ltd.,Hitachi Automotive Systems, Ltd. and Hitachi Automotive Systems

Americas, Inc.

Defendants

BROUGHT UNDER THE CLASS PROCEEDINGS ACT, R.S.B.C. 1996, c. 50

ORDER MADE AFTER APPLICATIONECUS: SETTLEMENT APPROVAL OF HITACHI SETTLEMENT AGREEMENT

BEFORE THE HONOURABLE MADAM JUSTICE )GRIFFIN ••"•—•" —-— ) SO/May/2017

ON THE APPLICATION of the plaintiff coming on for hearing at the Courthouse,800 Smithe Street, Vancouver, BC, on SO/May/2017 and on hearing Sharon D.Matthews, Q.C., and Michelle Segal for the plaintiff; and Kevin Wright and Todd Shikazefor the defendants Hitachi, Ltd., Hitachi Automotive Systems, Ltd. and HitachiAutomotive Systems Americas, Inc. (the "Settling Defendants"); and attending for theNon-Settling Defendants; Chantelle Spagnola for the defendants Denso Corporation,Dense International America Inc., Denso Manufacturing Canada, Inc. and Denso SalesCanada, Inc.; Jeffrey Simpson for the defendants Continental AG, ContinentalAutomotive Systems US, Inc. and Continental Tire Canada, Inc.; and Joan Young -amt

^f •NaaSiUaPBplj tfi I for the defendants Sumitomo Electric Industries, Ltd., SEWS Canada

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Ltd., Sumitomo Wiring Systems, Ltd., Sumitomo Electric Wiring Systems, Inc.,

Sumitomo Wiring Systems (U.S.A.), Inc.;

UPON READING the materials filed, including the settlement agreement entered intowith the Settling Defendants dated December 2, 2016, and attached to this Order asSchedule "A" (the "Hitachi Settlement Agreement"), and on hearing the submissions ofcounsel for the plaintiff and counsel for the Settling Defendants;

AND UPON BEING ADVISED that the deadline for objecting to the SettlementAgreement has passed and there have been no written objections to the SettlementAgreement;

AND UPON BEING ADVISED that the deadline for opting out of the BC Action haspassed, and there were three Persons who validly and timely exercised the right to opt-out;

AND UPON BEING ADVISED that the Plaintiff and the Settling Defendants consent tothis application:

AND UPON BEING ADVISED that the Non-Settling Defendants take no position on thisapplication;

THIS COURT ORDERS that:

1. except to the extent they are modified by this Order, the definitions set out in theSettlement Agreement attached as Schedule "A" apply to and are incorporated intothis Order;

2. in the event of a conflict between this Order and the Settlement Agreement, thisOrder shall prevail;

3. this Order, including the Settlement Agreement, is binding upon each member ofthe BC Settlement Class including those persons who are minors or mentally incapable;

4. the Settlement Agreement is fair, reasonable and in the best interests of the BCSettlement Class;

5. the Settlement Agreement is hereby approved pursuant to s. 35 of the C/assProceedings Act, R.S.B.C. 1996, c. 50 and shall be implemented and enforced inaccordance with its terms;

6. upon the Effective Date, each member of the BC Settlement Class shall bedeemed to have consented to the dismissal as against the Releasees of any OtherActions he, she or it has commenced, without costs and with prejudice;

7. upon the Effective Date, each Other Action commenced in British Columbia byany member of the BC Settlement Class shall be and is hereby dismissed against theReleasees, without costs and with prejudice;

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8. upon the Effective Date, each Releasor shall not now or hereafter institute,continue, maintain, intervene in or assert, either directly or indirectly, whether in Canadaor elsewhere, on their own behalf or on behalf of any class or any other Person, anyproceeding, cause of action, claim or demand against any Releases, or any otherPerson who may claim contribution or indemnity, or other claims over relief, from anyReleasee, whether pursuant to the Negligence Act, RSBC 1996, c. 333 or otherlegislation or at common law or equity in respect of any Released Claim, except for thecontinuation of the Proceedings against the Non-Settling Defendants or named orunnamed co-conspirators that are not Releasees or, if the Proceedings are not certifiedor authorized with respect to the Non-Settling Defendants, the continuation of the claimsasserted in the Proceedings on an individual basis or otherwise against any Non-Settling Defendant or named or unnamed co-conspirator that is not a Releases;

9. the use of the terms "Releasors" and "Released Claims" in this Order does notconstitute a release of claims by those members of the BC Settlement Class who areresident in any province or territory where the release of one tortfeasor is a release of alltortfeasors;

10. upon the Effective Date, each member of the BC Settlement Class who isresident in any province or territory where the release of one tortfeasor is a release of alltortfeasors covenants and undertakes not to make any claim in any way nor to threaten,commence, participate in or continue any proceeding in any jurisdiction against theReleasees in respect of or in relation to the Released Claims;

11. all claims for contribution, indemnity or other claims over, whether asserted,unasserted or asserted in a representative capacity, inclusive of interest, taxes andcosts, relating to the Released Claims, which were or could have been brought in theProceedings or any Other Actions, or otherwise, by any Non-Settling Defendant, anynamed or unnamed co-conspirator that is not a Releases, any Settled Defendant or anyother Person or party against a Releases, or by a Releasee against any Non-SettlingDefendant, any named or unnamed co-conspirator that is not a Releasee, any SettledDefendant or any Person or party, are barred, prohibited and enjoined in accordancewith the terms of this Order (unless such claim is made in respect of a claim by aPerson who has validly opted-out of the Proceedings);

12. if this Court ultimately determines that a claim for contribution and indemnity orother claim over, whether in equity or in law, by statute or otherwise is a legallyrecognized claim;

(a) the BC Plaintiff and the BC Settlement Class Members shall not beentitled to claim or recover from the Non-Settling Defendants and/ornamed or unnamed co-conspirators and/or any other Person or party thatis not a Releases that portion of any damages (including punitivedamages, if any), restitutionary award, disgorgement of profits, interestand costs (including investigative costs claimed pursuant to section 36 ofthe Competition Act) that corresponds to the Proportionate Liability of theReleasees proven at trial or otherwise;

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(b) the BC Plaintiff and the BC Settlement Class Members shall limit theirclaims against the Non-Settling Defendants and/or named or unnamed co-conspirators and/or any other Person or party that is not a Releases toinclude only, and shall only seek to recover from the Non-SettlingDefendants and/or named or unnamed co-conspirators and/or any otherPerson or party that is not a Reteasee, those claims for damages(including punitive damages, if any), restitution a ry award, disgorgement ofprofits, costs, and interest attributable to the aggregate of the severalliability of the Non-Settling Defendants and/or named or unnamed co-conspirators and/or any other Person or party that is not a Releasee to theBC Plaintiff and BC Settlement Class Members, if any, and, for greatercertainty, the BC Settlement Class Members shall be entitled to claim andseek to recover on a joint and several basis as between the Non-SettlingDefendants and/or named or unnamed co-conspirators and/or any otherPerson or party that is not a Releasee, if permitted by law; and

(c) this Court shall have full authority to determine the Proportionate Liabilityof the Releasees at the trial or other disposition of the BC Action, whetheror not the Releasees remain in the BC Action or appear at the trial or otherdisposition, and the Proportionate Liability of the Releasees shall bedetermined as if the Releasee6 are parties to the BC Action and anydetermination by this Court in respect of the Proportionate Liability of theReleasees shall only apply in the BC Action and shall not be binding onthe Releasees in any other proceeding.

13. nothing in this Order is intended to or shall limit, restrict or affect any argumentswhich the Non-Settling Defendants may make regarding the reduction of anyassessment of damages, restitutionary award, disgorgement of profits or judgmentagainst them in favour of BC Settlement Class Members in the BC Action or the rightsof the BC Plaintiff and the BC Settlement Class Members to oppose or resist any sucharguments, except as provided for in this Order;

14. a Non-Settling Defendant may, on application to this Court determined as if theSettling Defendants remained parties to the BC Action, and on at least twenty (20) days'notice to Counsel for the Settling Defendants, and not to be brought unless and until theBC Action against the Non-Settling Defendants has been certified and all appeals ortimes to appeal have been exhausted, seek orders for the following:

(a) documentary discovery and list(s) of documents from the SettlingDefendant(s) in accordance with the Supreme Court Civil Rules;

(b) oral discovery of representative(s) of the Settling Defendants), thetranscript(s) of which may be read in at trial;

(c) leave to serve notice(s) to admit on the Settling Defendants in respect offactual matters; and/or

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(d) the production of representative(s) of the Settling Defendant(s) to testify attrial, with such witness(es) to be subject to cross-examination by counselfor the Non-Settling Defendants.

15. the Settling Defendants retain all rights to oppose such application(s) broughtunder paragraph 14. Moreover, nothing herein restricts the Settling Defendants fromseeking a protective order to maintain confidentiality and protection of proprietaryinformation in respect of documents to be produced and/or for information obtained fromdiscovery in accordance with paragraph 14. Notwithstanding any provision in this Order,on any application brought pursuant to paragraph 14, the Court may make such ordersas to costs and other terms as it considers appropriate;

16. a Non-Settling Defendant may effect service of the application(s) referred to inparagraph 14 above by sen/ice on Counsel for the Settling Defendants;

17. for purposes of administration and enforcement of the Settlement Agreement andthis Order, this Court will retain an ongoing supervisory role and the Settling. Defendantsattorn to the jurisdiction of this Court solely for the purpose of implementing,administering and enforcing the Settlement Agreement and this Order, and subject tothe terms and conditions set out in the Settlement Agreement and this Order;

18. except as provided herein, this Order does not affect any claims or causes ofaction that any members of the BC Settlement Class has or may have in the BC Actionagainst the Non-Settling Defendants or named or unnamed co-conspirators who are notReleasees;

19. no Releasee shall have any responsibility or liability whatsoever relating to theadministration of the Settlement Agreement; to administration, investment, ordistribution of the Trust Account; or to the Distribution Protocol;

20. the Settlement Amount shall be held in the Trust Account by Siskinds LLP for thebenefit of Class Members and after the Effective Date the Settlement Amount may beused to pay Class Counsel Disbursements incurred for the benefit of the SettlementClasses in the continued prosecution of the litigation against the Non-SettlingDefendants. This paragraph shall not be interpreted as affecting the rights of thePlaintiffs or the Settlement Classes to claim such Disbursements in the context of afuture costs award in their favour against the Non-Settling Defendants, or the rights ofthe Non-Settling Defendants to oppose and resist any such claim;

21. in the event that some of the Settlement Amount remains in the Trust Accountafter payment of Class Counsel Disbursements, Class Counsel Fees and AdministrativeExpenses, Class Counsel shall seek direction from this Court regarding the distributionof the remaining funds;

22. the approval of the Settlement Agreement is contingent upon approval by theOntario Court and the Quebec Court, and the terms of this Order shall not be effectiveunless and until the Settlement Agreement is approved by the Ontario Court and theQuebec Court, the Ontario Action has been dismissed with prejudice and without costs

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by the Ontario Court and the Quebec Action has been declared settled out of court withprejudice and without costs as against the Settling Defendants by the Quebec Court. Ifsuch orders are not secured in Quebec and Ontario, this Order shall be null and voidand without prejudice to the rights of the Parties to proceed with this action and anyagreement between the parties incorporated in this Order shall be deemed in anysubsequent proceedings to have been made without prejudice;

23. in the event that the Settlement Agreement is terminated in accordance with itsterms, this Order shall be declared null and void on subsequent application made onnotice;

24. this action be and is hereby dismissed against the Settling Defendants, withoutcosts and with prejudice;

25. the approval of the Settlement Agreement and any reasons given by the Court inrelation thereto, except any reasons given in connection with paragraphs 11-16 of thisOrder, are without prejudice to the rights and defences of the Non-Settling Defendantsin connection with the ongoing BC Action and, without restricting the generality of theforegoing, may not be relied on by any person to establish jurisdiction, the criteria forcertification (including class definition) or the existence or elements of the causes ofaction asserted in the BC Action as against the Non-Settling Defendants.

26. endorsement of this order by counsel for the Non-Settling Defendants isdispensed with.

THE FOLLOWING PARTIES APPROVE THE FORM OF THIS ORDER ANDCONSENT TO EACH OF THE ORDERS, IF ANY, THAT ARE INDICATED ABOVE ASBEING BY CONSENT:

Signature of lawyer for the plaintiffDarren Ewert

Sharon D. Matthews, Q.C.

Signature of lawyer for Hitachi, Ltd.Hitachi Automotive Systems, Ltd.Hitachi Automotive Systems Americas,Inc.

Kevin Wright

By the Court

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Registrar

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l» A "Schedule "A

CANADIAN ELECTRONIC CONTROL UNITS CLASS ACTIONSNATIONAL SETTLEMENT AGREEMENT

Made as of December 2,2016

Between

SHERIDAN CHEVROLET CADILLAC LTD., THE PICKERING AUTO MALL LTD.,FADY SAMAHA, DARKEN EWERT and GAETAN ROY

(the "Plaintiffs")

and

HITACHI, LTD., HITACHI AUTOMOTIVE SYSTEMS, LTD. and HITACHIAUTOMOTIVE SYSTEMS AMERICAS, INC.

(the "Settling Defendants")

CANADIAN ELECTRONIC CONTROL UNITS CLASS ACTIONSNATIONAL SETTLEMENT AGREEMENT

TABLE OF CONTENTS

RECITALS.....................................................................................................................................1

SECTION 1-DEFINITIONS ......................................................................................................3

SECTION 2 - SETTLEMENT APPROVAL.............................................................................^

2.1 Best Efforts ............................................................................................................9

2.2 Motions Seeking Approval ofNotice and Certification or Authorization...............9

2.3 Motions Seeking Approval of the Settlement........................................................10

2.4 Pre-Motion Confidentiality.................................................................................. 10

SECTION 3 - SETTLEMENT BENEFITS ..............................................................................11

3.1 Paymentof Settlement Amount...,,.......................,.........,...,..................................! 1

3.2 Taxes and Interest............................................................................................... 12

SECTION 4 - COOPERATION ................................................................................................12

4.1 Extent of Cooperation........................................................................................... 12

4.2 Limits on Use of Documents ................................................................................18

SECTION 5 - OPTING OUT .....................................................................................................20

5.1 General.........................................................................,......,....,.,..,..............,,.......^

5.2 Procedure............,..............,,..,.,.,,...................,....,................................................^

SECTION 6 - TERMINATION OF SETTLEMENT AGREEMENT ...................................22

6.1 Right of Termination..............................,..........^.................................................22

6.2 If Settlement Agreement is Terminated.................................................................23

6.3 Allocation of Settlement Amount Following Termination...................................24

6.4 Survival of Provisions After Termination.............................................................25

SECTION 7 -RELEASES AND DISMISSALS.......................................................................25

7.1 Release of Releasees.............................................................................................25

7.2 Release by Releasees ............................................................................................26

. ' 7.3 Covenant Not to Sue..........................................................................................26

7.4 No Further Claims.................................................................................................26

7.5 Dismissal of the Proceedings.....,.....................,........,...,....,..........,...........,..,,...,...^?

7.6 Dismissal of Other Actions................................................................................27

7.7 ^4aterial Term .......................................................................................................27

SECTIONS - BAR ORDER, WAIVER OF SOLIDARITY ORDER AND OTHERCLAIMS................................................................................................................27

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8.1 Ontario and British Columbia Bar Order.............................................................27

8.2 Quebec Waiver or Renunciation of Solidarity Order ............................................31

8.3 Claims Against Other Entities Reserved...............................................................31

8.4 M'aterial Term ......................................................................................................31

SECTION 9 - EFFECT OF SETTLEMENT............................................................................32

9.1 No Admission of Liability....................................................................................32

9.2 Agreement Not Evidence....,.„.............................................................................32

9.3 No Further Litigation..........................................................................................32

SECTION 10 - CERTIFICATION OR AUTHORIZATION FOR SETTLEMENT ONLY33

SECTION 11 - NOTICE TO SETTLEMENT CLASSES.......................................................34

11.1 Notices Required..........................................„..,.;........................,...„........,............34

11.2 Form and Distribution of Notices .........................................................................34

SECTION 12 - ADMINISTRATION AND IMPLEMENTATION .......................................34

12.1 Mechanics of Administration..........................................................................,...34

12.2 Information and Assistance...................................................................................34

SECTION 13 - DISTRIBUTION OF THE SETTLEMENT AMOUNT AND ACCRUEDINTEREST...........................................................................................................36

13.1 Distribution Protocol............................................................................................36

13.2 No Responsibility for Administration or Fees.....................................................36

SECTION 14 - CLASS COUNSEL FEES, DISBURSEMENTS AND ADMINISTRATIONEXPENSES...........................................,.....................,.........................................37

14.1 Responsibility for Fees, Disbursements and Taxes ..„..„.......................................37

14.2 Responsibility for Costs of Notices and Translation .,....„.„„....„„..,...............,.....37

14.3 Court Approval for Class Counsel Fees and Disbursements.................................37

SECTION 15 - MISCELLANEOUS .........................................................................................37

15.1 Motions for Directions..........................................................................................37

15.2 Releasees Have No Liability for Administration...............................................,..38

15.3 Headings, etc..........................................................................................................38

15.4 Computation of Time...............................;....................„....................................,.38

15.5 Ongoing Jurisdiction..............................................................................................38

15.6 .Governing Law..................................................................................................39

15.7 Entire Agreement................................................................................................39

15.8 . Amendments....................................................................................................,,.39

15.9 Binding Effect..............................................................................................„„....39

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15.10 Counterparts.........................................................................................................40

15.11 Negotiated Agreement..........................................................................................40

15.12 Language..............................................................................................................40

15.13 Transaction............................................................................................................40

15.14 Recitals..................................................................................................................41

15.15 Schedules............................................................................................................41

15.16 Acknowledgements.......,.........,.,..............,,.............,...........,..........,..,......,............^!

15.17 Authorized Signatures.........................................................................................41

15.18 Notice....................................................................................................................41

15.19. Date of Execution..............................................................................................43

CANADIAN ELECTRONIC CONTROL UNITS CLASS ACTIONSNATIONAL SETTLEMENT AGREEMENT

RECITALS

A. WHEREAS the Proceedings were commenced by the BC Plaintiff in British Columbia,

the Quebec Plaintiff in Quebec and the Ontario Plaintiffs in Ontario and the Plaintiffs claim class

wide damages allegedly caused as a result of the conduct alleged therein;

B. WHEREAS the Proceedings allege that some or all of the Releasees participated in an

unlawful conspiracy with other manufacturers of Electronic Control Units to rig bids for, and to

raise, fix, maintain or stabilize the prices of Electronic Control Units ,-sold in Canada and

elsewhere as early as January 1, 1999 (the exact date varying as between the Proceedings) until

at least M;arch 1, 2010, contrary to Part VI of the Competition Act, RSC 1985, c C-34 and the

common law and/or the civil law;

C. WHEREAS the Settling Defendants consent to being added as defendants in the BC

Action;

D. WHEREAS a notice was published on November 18 and 19, 2016 advising putative

Settlement Class Members of the right to opt-out and the deadline for opting out is January 25,

2017; •

E. WHEREAS the Settling Defendants and Reteasees do not admit, through the execution of

this Settlement Agreement or otherwise, any allegation of unlawful conduct alleged in the

Proceedings, or in any Other Actions, and otherwise deny all liability and assert that they have

complete defenses in respect of the merits of, the Pro.ceedings and any Other Actions or

otherwise;

F. WHEREAS the Plaintiffs, Class Counsel and the Settling Defendants agree that neither

this Settlement Agreement nor any statement made in the negotiation thereof shall be deemed or

construed to be an admission by or evidence against the Releasees or evidence of the truth of any

of the Plaintiffs' allegations against the Releasees, which allegations are expressly denied by the

Settling Defendants;

G. WHEREAS the Settling Defendants are entering into this Settlement Agreement in order

to achieve a final and nation-wide resolution of all claims asserted or which could have been

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asserted against the Releasees by the Plaintiffs and the Settlement Class in the Proceedings and

any Other Actions, and to avoid further expense, inconvenience and the distraction of

burdensome and protracted litigation;

H. WHEREAS the Settling Defendants do not hereby attorn to the jurisdiction of the Courts

or any other court or tribunal in respect of any civil, criminal or administrative process except to

the eKtent expressly provided in this Settlement Agreement with respect to the Proceedings;

F. WHEREAS -Counsel for the Settling Defendants and Class Counsel have engaged in

ann's-length settlement discussions and negotiations, resulting in this Settlement Agreement

relating to Canada;

J. WHEREAS as a result of these settlement discussions and negotiations, the Settling

Defendants and the Plaintiffs have entered into this Settlement Agreement, which embodies all

of the terms and conditions of the settlement between the Settling Defendants and the Plaintiffs,

both individually and on behalf of the classes they seek to represent, subject to approval of the

Courts;

K. WHEREAS the Plaintiffs and Class Counsel have reviewed and fully understand the

terms of this Settlement Agreement and, based on their analyses of the facts and law applicable

to the Plaintiffs' claims, having regard to the burdens and expense in prosecuting the

Proceedings, including the risks and uncertainties associated with trials and appeals, and having

regard to the value of the Settlement Agreement, the Plaintiffs and Class Counsel have

concluded that this Settlement Agreement is fair, reasonable and in the best interes'ts of the

Plaintiffs and the classes they seek to represent;

L, WHEREAS the Parties therefore wish to and hereby finally resolve on a national basis,

without admission of liability, all of the Proceedings and any Other Actions as against the

Releasees who are named as defendants in the Proceedings;

M. WHEREAS the Parties consent to certification or authorizati.on of the Proceedings as

class proceedings and to the Settlement Classes and a Common Issue in respect of each of the

Proceedings solely for the purposes of implementing this Settlement Agreement in a coordinated

and consistent manner across Canada and contingent on approvals by the Courts as provided for

in this Settlement Agreement, on the express understanding that such certification or

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authorization shall not derogate from the respective rights of the Parties in the event that this

Settlement Agreement is not approved, is terminated or otherwise fails to take effect for any

reason;

N. WHEREAS the Plaintiffs assert that they are adequate class representatives for the

classes they seek to represent and will seek to be appointed representative plaintiffs in their

respective Proceedings; and

0. WHEREAS the Parties intend to pursue the approval of this Settlement Agreement first

through the Ontario Court;

NOW THEREFORE, in consideration of the covenants, agreements and releases set forth herein

and for other good and valuable consideration, the receipt and sufficiency of which is hereby

acknowledged, it is agreed by the Parties that the Ontario Action and BC Action be settled and

dismissed as to the Settling Defendants only, and the Quebec Action be declared settled out of

court with prejudice and without costs as against the Settling Defendants, all without costs as to

the Plaintiffs, the classes they seek to represent, or the Settling Defendants, subject to the

approval of the Courts, on the following terms and conditions:

SECTION 1 - DEFINITIONS

For the purposes of this Settlement Agreement only, including the recitals and schedules hereto:

(1) Administration Expenses means ail fees, disbursements, expenses, costs, taxes and any

other amounts incurred or payable by the Plaintiffs, Class Counsel or otherwise for the approval,

implementation and operation of this Settlement Agreement, including the costs of notices, but

excluding Class Counsel Fees and Class Counsel Disbursements.

(2) Automotive Vehicle means all automobiles, passenger cars, sports utility vehicles, vans,

trucks, buses, and (without limitation) any other type of vehicle containing Electronic Control

Units.

(3) BC Action means the BC Action as defined in Schedule A.

(4) BC Counsel means Camp Fiorante Matthews Mogerman.

(5) BC Court means the Supreme Court of British Columbia.

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(6) BC Plaintiff'means Darren Ewert.

(7) BC Settlement Class means the settlement class in respect of the BC Action as defined in

Schedule A.

(8) Canadian Settlements means the settlement agreements reached between the Settling

Defendants and the respective plaintiffs in the actions listed in Schedule D.

(9) Certification Date means the later of the date on which an order granting certification or

authorization of a Proceeding against a Non-Settling Defendant(s) is issued by a Court and the

time to appeal such certification or authorization has expired without any appeal being taken or if

an appeal is taken, the date of the final disposition of such appeal.

(10) Class Counsel means Ontario Counsel, Quebec Counsel and BC Counsel.

(11) Class Counsel Disbursements include the disbursements. Administration Expenses, and

applicable taxes incurred by Class Counsel in the prosecution of the Proceedings, as well as any

adverse costs awards issued against the Plaintiffs in any of the Proceedings.

(12) Class Counsel Fees means the fees of Class Counsel, and any applicable taxes or charges

thereon, including any amounts payable as a result of the Settlement Agreement by Class

Counsel or the Settlement Class Members to any other body or Person, including the Fonds

d'aide aux actions collectives in Quebec.

(13) Class Period means January 1, 1999 to November 2, 2016.

(14) Common Issue means: Did the Settling Defendants conspire to fix, raise, maintain, or

stabilize the prices of Electronic Control Units in Canada and elsewhere during the Class Period?

If so, what damages, if any, did Settlement Class Members suffer?

(15) Counsel for the Settling Defendants means DLA Piper (Canada) LLP.

(16) Courts means the Ontario Court, the Quebec Court and the BC Court.

(17) Date of Execution means the date on the cover page as of which the Parties have

executed this Settlement Agreement.

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(18) Defendants means the entities named as defendants in any of the Proceedings as set out

in Schedule A, and any Persons added as defendants in the Proceedings in the future. For greater

certainty, Defendants includes the Settling Defendants.

(19) Distribution Protocol means the plan for distributing the Settlement Amount and accrued

interest, in whole or in part, as approved by the Courts.

(20) Electronic Control Units means a wide variety of different types of electronic modules

that control one or more of the different electrical systems or sub-systems in an automobile.

(21) Effective Date means the date when Final Orders have been received from all Courts

approving this Settlement Agreement.

(22) Excluded Person means each Defendant, the 'directors and officers of each Defendant,

the subsidiaries or affiliates of each Defendant, the entities in which .each Defendant or any of

that Defendant's subsidiaries or affiliates have a controlling interest and the legal representatives,

heirs, successors and assigns of each of the foregoing, and those Persons who validly and timely

opted-out of the Proceedings in accordance with the orders of the applicable Court.

(23) Final Order means the later of a final judgment pronounced by a Court approving this

Settlement Agreement in accordance with its terms, once the time to appeal such judgment has

expired without any appeal being taken, if an appeal lies, or once there has been affirmation of

the approval of this Settlement Agreement in accordance with its terms, upon a final disposition

of all appeals.

(24) Non-Settlittg Defendant means any Defendant that is not a Settling Defendant or that has

not entered into a settlement with the Plaintiffs in the Proceedings whether or not such settlement

agreement is in existence at the Date of Execution, and includes any Defendant that terminates

its own settlement agreement in accordance with its terms or whose settlement otherwise fails to

take effect for any reason, whether or not such settlement agreement is in existence at the Date of

Execution.

(25) Ontario Action means the Ontario Action as defined in Schedule A.

(26) Ontario Counsel means Siskinds LLP and Sotos LLP.

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(27) Ontario Court means the Ontario Superior Court of Justice.

(28) Ontario Plaintiffs means Sheridan Chevrolet Cadillac Ltd., The Pickering Auto Mali Ltd.

and Fady Samaha.

(29) Ontario Settlement Class means the settlement class in respect of the Ontario Action as

defined in Schedule A.

(30) Opt-Out Deadline, if applicable, means the date which is sixty (60) days after the date in

the notice described in Section 11.1(1) is first published.

(31) Opt-Out Threshold means that certain threshold agreed upon by the Parties in Schedule

E hereto, delivered to the Courts under seal and kept confidential by the Parties and the Courts.

(32) Other Actions means actions or proceedings, excluding the Proceedings, relating to

Released Claims commenced by a Settlement Class Member either before or after the Effective

Date, including, without limitation, the putative class action claims bearing case captions: Dyck

et. al. v. Dense Corporation et. al., S.K. Q.B. No. 500 of 2016; Scott et. at. v. Denso Corporation

et. ai, M.B. Q.B. No. Cl 16-01-00745; Kettet. al. v, Denso Corporation et. al., B.C. S.C. No. S-

1510785; Retallicket. al. v. Denso Corporation etl. al., S.K. Q.B. No. 991 of 2014;

(33) Parties means the Settling Defendants, the Plaintiffs, and, where necessary, the

Settlement Class Members,

(34) Person means an individual, corporation, partnership, limited partnership, limited

liability company, association, joint stock company, estate, legal representative, trust, trustee,

executor, beneficiary, unincorporated association, government or any political subdivision or

agency thereof, and any other business or legal entity and their heirs, predecessors, successors,

representatives, or assignees.

(35) Plaintiffs means the individuals and entities named as plaintiffs in the Proceedings as set

out in Schedule A.

(36) Proceedings means the BC Action, the Quebec Action and the Ontario Action as defined

in Schedule A.

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(37) Proportionate Liability means the proportion of any judgment that, had the Settling

Defendants not settled, the Ontario Court or BC Court, as applicable, would have apportioned to

the Releasees,

(38) Quebec Action means the Quebec Action as defined in Schedule A.

(39) Quebec Counsel means Siskinds Desmeules s.e.n.c.r.L

(40) Quebec Court means the Superior Court of Quebec.

(41) Quebec Plaintiff' means Gaetan Roy.

(42) Quebec Settlement Class means the settlement class in respect of the Quebec Action as

defined in Schedule A.

(43) Released Claims means any and all manner of claims, demands, actions, suits, causes of

action, whether class, individual or otherwise in nature, whether personal or subrogated, damages

of any kind (including compensatory, punitive or other damages) whenever incurred, liabilities

of any nature whatsoever, including interest, costs, expenses, class administration expenses

(including Administration Expenses), penalties, and lawyers' fees (including Class Counsel Fees

and Class Counsel Disbursements), known or unknown, suspected or unsuspected, actual or

contingent, and liquidated or unliquidated, in law, under statute or in equity, that any of the

Releasors ever had, now have or hereafter can, shall or may have, relating in any way to any

conduct related to, arising from, or described in the Proceedings prior to the date hereof on

account of, arising out of, resulting from, or related to in any respect the purchase, sale, pricing,

discounting, manufacturing, marketing, offering, or distributing of Electronic Control Units or

relating to any conduct alleged (or which was previously or could have been alleged) in the

Proceedings including, without limitation, any such claims which have been asserted or. could

have been asserted, directly or indirectly, whether in Canada or elsewhere, in respect of the

purchase, sale, pricing, discounting, manufacturing, marketing, offering or distributing of

Electronic Control Units or the purchase or lease of new Automotive Vehicles containing

Electronic Control Units, including, without limitation, any claims for consequential, subsequent

or fol!ow-on harm that arises after the date hereof in respect of any agreement, combination or

conduct that occurred prior to the date hereof. However, the Released Claims do not include (1)

claims based on negligence, personal'injury, bailment, failure to deliver lost goods, damaged or

delayed goods, product defects, or breach of product warranty, or breach of contract claims or

similar claim between the Parties that relates to Electronic Control Units but does not relate to

alleged anti-competitive conduct; (2) claims brought (whether before or after the Effective Date)

outside of Canada relating to purchases of Electronic Control Units outside of Canada; (3) claims

brought (whether before or after the Effective Date) under laws other than those of Canada

relating to purchases of Electronic Control Units outside of Canada; or (4) claims concerning any

automotive part other than Electronic Control Units, where such claims do not concern

Electronic Control Units,

(44) Releasees means, jointly and severally, individually and collectively, the Settling

Defendants and all of their present and former direct and indirect parents, owners, subsidiaries,

divisions, affiliates, associates (as defined in the Canada Business Corporations Act, RSC 1985,

c C-44), partners, joint ventures, franchisees, dealers, insurers, and all other Persons, partnerships

or corporations with whom any of the former have been, or are now, affiliated, and all of their

respective past, present and future officers, directors, employees, agents, mandataries,

shareholders, attorneys, trustees, servants and representatives, members, managers and the

predecessors, successors, purchasers, heirs, executors, administrators and assigns of each of the

foregoing, excluding always the Non-Settling Defendants.

(45) Releasors means, jointly and severally, individually and collectively, the Plaintiffs and

the Settlement Class Members apd all of their present and former direct and indirect parents,

owners, subsidiaries, divisions, affiliates, associates (as defined in the Canada Business

Corporations Act, RSC 1985, c C-44), partners, insurers, and all other Persons, partnerships or

corporations with whom any of the former have been, or are now, affiliated, and all of their

respective past, present and future officers, directors, employees, shareholders, attorneys,

trustees, servants and representatives, members, managers and the predecessors, successors,

purchasers, heirs, executors, administrators and assigns of each of the foregoing.

(46) Settled Defendants means;

(a) Sumitomo Electric Industries, Ltd., SEWS Canada Ltd., Sumitomo Wiring

Systems, Ltd., Sumitomo Electric Wiring Systems, Inc. and Sumitomo Wiring

Systems (U.S.A.), Inc. to the extent that the settlement agreement with such

entities is finally approved by this Court; and

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(b) any Defendant that executes its own settlement agreement after the execution of

this Settlement Agreement, which settlement agreement is finally approved by the

necessary Courts.

(47) Settlement Agreement means this agreement, including the recitals and schedules.

(48) Settlement Amount means CDN$ 1 50,000.

(49) Settlement Class means, in respect of each Proceeding, the settlement class defined in

Schedule A.

(50) Settlement Class Member means a member of a Settlement Class.

(51) Settling Defendants means Hitachi, Ltd., Hitachi Automotive Systems, Ltd. and Hitachi

Automotive Systems Americas, Inc.

(52) Trust Account means a guaranteed investment vehicle, liquid money market account or

equivalent security with a rating equivalent to or better than that of a Canadian Schedule I bank

(a bank listed in Schedule I of the Bank Act, S.C. 1991, c. 46) held at a Canadian financial

institution under the control of Siskinds LLP or the Claims Administrator, once appointed, for

the benefit of the Settlement Class Members or the Settling Defendants, as provided for in this

Settlement Agreement.

SECTION 2- SETTLEMENT APPROVAL

2.1 Best Efforts

(1) The Parties shall use their best efforts to implement this settlement and to secure the

prompt, complete and final dismissal with prejudice of the Ontario Action and BC Action as

against the Settling Defendants and a declaration of settlement out of court of the Quebec Action

as against the Settling Defendants.

2.2 Motions Seeking Approval of Notice and Certification or Authorization

.(1) • The Plaintiffs shall file motions before the Courts, as soon as practicable after the Date of

Execution, for orders approving the notices described in Section 11.1(1) and certifying or

authorizing each of the Proceedings commenced in their respective jurisdictions as a class

proceeding as against the Settling Defendants (for settlement purposes only). The Plaintiffs will

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make best efforts to file the aforementioned motions before the BC Court and Quebec Court no

later'than thirty (30) days after the Ontario Court has granted an order approving the notices

described in Section 11.1(1) and certifying the Ontario Action as a class proceeding as against

the Settling Defendants (for settlement purposes only).

(2) The Ontario order approving the notices described in Section 11.1(1) and certifying the

Ontario Action for settlement purposes shall be substantially in the form attached as Schedule B.

The BC and Quebec orders approving the notices described in Section 11.1(1) and certifying or

authorizing the BC or Quebec Actions for settlement purposes shall be agreed upon by the

Parties and shall, where possible, mirror the substance and form of the Ontario order attached as

Schedule B.

2.3 Motions Seeking Approval of the Settlement

(1) The Plaintiffs shall make best efforts to file motions before the Courts for orders

approving this Settlement Agreement as soon as practicable after:

(a) the orders referred to in Section 2.2(1) have been granted; and

(b) the notices described in Section 11.1(1) have been published.

(2) The Ontario order approving this Settlement Agreement shall be substantially in the form

attached as Schedule C. The BC and Quebec orders approving this Settlement Agreement shall

be agreed upon by the Parties and shall, where possible, mirror the substance and form of the

Ontario order.

(3) The Plaintiffs can elect to request that the Courts hold joint hearings seeking approval of

this Settlement Agreement pursuant to the Canadian Bar Association's Canadian Judicial

Protocol for the Management ofMultijurisdictional Class Actions. The Settling Defendants will

not oppose any such request. .. '

(4) This Settlement Agreement shall only become final on the Effective Date.

2.4 Pre-Motion Confidentiality

(1) Until the first of the motions required by Section 2.2 is brought, the Parties shall keep all

of the terms of the Settlement Agreement confidential and shall not disclose them without the

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prior consent of Counsel for the Settling Defendants and Class Counsel, as the case may be,

except as required for the purposes of financial reporting, the preparation of financial records

(including tax returns and financial statements), as necessary to give effect to its terms, or as

otherwise required by law.

SECTION 3 - SETTLEMENT BENEFITS

3.1 Payment of Settlement Amount

(1) Within sixty (60) days of the Date of Execution, Hitachi Automotive Systems, Ltd. shall

pay the Settlement Amount to Siskinds LLP, for deposit into the Trust Account.

(2) Payment of the Settlement Amount shall be made by wire transfer. Prior to the Settlement

Amount becoming due, Siskinds LLP will provide, in writing, the following information

necessary to complete the wire transfers: name of bank, address of bank, ABA number, SWIFT

number, name of beneficiary, beneficiary's bank account number, beneficiary's address, and

bank contact details.

(3) The Settlement Amount and other consideration to be provided in accordance with the

terms of this Settlement Agreement shall be provided in full satisfaction of the Released Claims

against the Releasees,

(4) The Settlement Amount shall be all-inclusive of all amounts, including without

limitation, interest, costs, Class Counsel Fees and Class Counsel Disbursements.

(5) The Releasees shall have no obligation to pay any amount in addition to the Settlement

Amount, for any reason, pursuant to 'or in furtherance of this Settlement Agreement or the

Proceedings or any Other Actions.

(6) Siskinds LLP shall maintain the Trust Account as provided for in this Settlement

Agreement.

(7) Siskinds LLP shall not pay out all or any part of the monies in the Trust Account, except

in accordance with this Settlement Agreement, or in accordance with an order of the Courts

obtained after notice to the Parties.

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3.2 Taxes and Interest

(1) Except as hereinafter provided, all interest earned on the Settlement Amount in the Trust

Account shall accrue to the benefit of the Settlement Classes and shall become and remain part

of the Trust Account.

.(2) Subject to Section 3.2(3), all taxes payable on any interest which accrues on the

Settlement Amount in the Trust Account or otherwise in relation to the Settlement Amount shall

be paid from the Trust Account. Siskinds LLP shall be solely responsible to fulfill all. tax

reporting and payment requirements arising from the Settlement Amount in the Trust Account,

including any obligation to report taxable income and make tax payments. All taxes (including

interest and penalties) due with respect to the income earned by the Settlement Amount shall be

paid from the Trust Account.

(3) The Settling Defendants shall have no responsibility to make any filings relating to the

Trust Account and will have no responsibility to pay tax on any income earned on the Settlement

Amount or pay any taxes on the monies in the Trust Account, unless this Settlement Agreement

is not approved, is terminated, or othenvise fails to take effect for any reason, in which case the

interest earned on the Settlement Amount in the Trust Account or otherwise shall be paid to

Hitachi Automotive Systems, Ltd. who, in such case, shall be responsible for the payment of all

taxes on such interest not previously paid by Siskinds LLP.

SECTION 4- COOPERATION

4.1 Extent of Cooperation

(1) Within thirty (30) days from the Date of Execution, or such other time period as Class

Counsel and the Settling Defendants may reasonably agree, subject to the other provisions of this

Settlement Agreement, Counsel for the Settling Defendants will meet with Class Counsel in

Canada, or at some other location mutually agreed to by the Parties, to provide an oral

evidentiary proffer which will include information originating with the Settling Defendants that

is not covered by privilege relating to the allegations in the Proceedings. The proffer shall not be

provided in writing. In no event shall the total proffer time in the Canadian Settlements,

including question and answer sessions, exceed six (6) business days or forty-two (42) hours of

proffer time. Notwithstanding any other provision of this Settlement Agreement, and for greater

certainty, it is agreed that all statements made and information provided by Counsel for the

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Settling Defendants are privileged, will be kept strictly confidential, may not be directly or

indirectly disclosed to any other person, and will not be used by Class Counsel for any purpose

other than for their own internal use in connection with the prosecution of the Proceedings.

(2) Within thirty (30) days from the Certification Date, or such other time period as Class

Counsel and the Settling Defendants may reasonably agree, the Settling Defendants shall:

(a) provide to Class Counsel any transactional cost data and/or information about

costs and transactional sales data regarding Electronic Control Units, to the extent

existing in the form in which it was kept in the ordinary course of the Settling

Defendants' business, reflecting the Settling Defendants' sales of Electronic

Control Units in Canada and the United States between April 1, 2000 and March

31, 2013, if and to the extent such sales data and information about costs relate to

items known or expected to be included in vehicles that were sold in Canada.

•The transactional sales and cost data will be provided in Excel or such other

format in which the data currently exists;

(b) provide reasonable assistance to the Plaintiffs in understanding the transactional

sales and cost data, and information about costs produced by the Settling

Defendants, through Counsel for the Settling Defendants, including a reasonable

number of written and/or teiephonic communications with Class Counsel and/or

the Plaintiffs' experts and between technical personnel;

(c) provide electronic copies of any pre-existing business documents (as defined in

Rule 30.01 of the Ontario Rules of Civil Procedure) produced by the Settling

Defendants to the Canadian Competition Bureau, the United States Department of

Justice Antitrust Division and/or the Japanese Fair Trade Commission, and any

translations of such documents into English produced to the Canadian

Competition Bureau or the United States Department of Justice Antitrust

Division; it being understood that the Settling Defendants need not identify to

which government authority any particular document was produced; and

(d) provide electronic copies of any pre-existing business documents (as defined in

Rule 30.01 of the Ontario Rules of Civil Procedure) in the power, possession or

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control of the Settling Defendants that relate to the allegations made by the

Plaintiffs in the Proceedings, and any translations of such documents into

English; provided tha,t Class Counsel agrees to make a reasonable, good faith

effort to narrow the scope of this production request, such that particular

categories of documents or documents containing specific search terms, instead of

all relevant documents, will be producible.

(3) It is understood that the evidentiary proffers described in Section 4,1(1) might take place

before the Effective Date. In such event:

(a) any documents or information provided in the course of those evidentiary proffers

shall be subject to the terms and protections of this Settlement Agreement; and

•(b) in the event that this Settlement Agreement- is not approved, is terminated, or

otherwise fails to take effect for any reason, the documents and information

provided during the evidentiary proffers shall not be used by the Plaintiffs or

Class Counsel, whether directly or indirectly, in any way for any reason,

including, without limitation, against the Settling Defendants as an admission or

evidence of any violation of any statute or law, or of any liability or wrongdoing

by the Settling Defendants or of the truth of any claims or allegations in the

Proceedings, and such information shall not be discoverable by any Person or

treated as evidence of any kind, unless otherwise ordered by a Court. In order to

give effect to this agreement, Class Counsel agrees to return all copies of any

documents received during, and destroy all copies of any notes taken during (or

subsequent reports provided about), these evidentiary proffers and to provide

written confirmation to the Settling Defendants of having done so.

(4) Within six (6) months of the Effective Date, the Settling Defendants shall, at the request

of Class Counsel, upon reasonable notice, and subject to any legal restrictions, make reasonable

efforts to make available at a mutually convenient time, two (2) current or former officers,

directors or employees of Hitachi Automotive Systems, Ltd. who have knowledge about the

allegations in the Proceedings to provide information regarding the allegations raised in the

Proceedings in a personal interview with Class Counsel and/or experts retained by Class

Counsel. Such personal interviews shall not exceed one (1) business day or seven (7) hours for

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each individual. It is understood that Hitachi Automotive Systems, Ltd. may be unable to make

available for interviews, depositions, trial testimony pr any other court proceedings the six (6)

individuals referenced in Paragraph 16(a) of the plea agreement between Hitachi Automotive

Systems, Ltd. and the United States of America (Case No. 2-13-cr-20707, E.D. Mich., ECF No.

8), Costs incurred by, and the expenses of, the employees of Hitachi Automotive Systems, Ltd.

in relation to such interviews shall be the responsibility of the Settling Defendants. Costs of an

interpreter or otherwise related to foreign language translation in connection with interviews

shall be the responsibility of Class Counsel. If an employee refuses to provide information, or

otherwise cooperate, the Settling Defendants shall use reasonable efforts to make .h'im/her

available for an interview with Class Counsel and/or experts retained by Class Counsel, where

"reasonable efforts" shall not include disciplining or terminating the employee. The failure of an

employee to agree to inake him or herself available, or to otherwise cooperate with the Plaintiffs,

shall not constitute a violation of this Settlement Agreement.

(5) Subject to the rules of evidence, any court order with respect to confidentiality and the

other provisions of this Se.ttlement Agreement, the Settling Defendants agree to use reasonable

efforts (which shall not include disciplining or terminating the employee) to produce at trial or

through acceptable affidavits (i) a current representative qualified to establish for admission into

evidence the Settling Defendants' transactional data and cost information provided pursuant to

4.1(2)(a); (ii) a representative qualified to establish for admission into evidence any of the

Settling Defendants' documents provided as cooperation pursuant to Section 4.1(2)(c) and

4.1(2)(d) of this Settlement Agreement that is reasonable and necessary for trial (with Class

Counsel using its best efforts to authenticate documents for use at trial without use of a live

witness); and (iii) a maximum of three (3) representatives from Hitachi Automotive Systems,

Ltd. qualified to establish for admission into evidence information provided in cooperation

pursuant to Section 4 of this Settlement Agreement, provided that Class Counsel shall use all

reasonable efforts to limit this requirement to a single witness. To the extent reasonably

possible, a single witness will be used both to authenticate documents and provide the

information at trial contemplated by this section. Class Counsel shall use all reasonable efforts

to limit the obligation to authenticate data and documents contemplated by this section to a

representative from Hitachi Automotive Systems, Ltd. However, it is understo.od and agreed

that, if necessary, the Settling Defendants will use reasonable efforts (which shall not include

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disciplining or terminating the employee) to produce at trial or through acceptable affidavits

representatives from each Settling Defendant qualified to establish for the admission into

evidence the data and documents contemplated by this section. The failure of a specific officer,

director or employee to agree to make him or herself available, or to otherwise cooperate with

the Plaintiffs, shall not constitute a violation of this Settlement Agreement. To the extent any of

the Settling Defendants' cooperation obligations require any current or former employees of the

Settling Defendants to travel from their principal place of business to another location, Class

Counsel -shall reimburse .the Settling Defendants for half of the reasonable travel expenses

incurred by any such person in connection with fulfilling the Settling Defendants' cooperation

obligations. Such reimbursement of travel expenses as set forth herein shall not exceed

CDN$10,000 per person. In no event shall Class Counsel be responsible for reimbursing such

persons for time or services rendered.

(6) Nothing in this Settlement Agreement shall be construed to require the Settling

Defendants to perform any act, including the transmittal or disclosure of any information, which

would violate the law of this or any jurisdiction.

(7) Nothing in this Settlement Agreement shall require, or shall be construed to require, the

Settling Defendants or any representative or employee of the Settling Defendants to disclose or

produce any documents or information prepared by or for Counsel for the Settling Defendants, or

that is not within the possession, custody or control of the Settling Defendants, or to disclose or

produce any documents or information in breach of any order, regulatory directive, rule or law of

this or any jurisdiction, or subject to solicitor-client privilege, litigation privilege, joint defence

privilege or any other privilege, doctrine, or law, or to disclose or produce any information or

documents they obtained on a privileged or co-operative basis from any party to any action or

proceeding who is not a Releasee. The Settling Defendants are not required to create a privilege

log. If Counsel for the Settling Defendants have created a relevant privilege log, or there is some

other pre-existing document containing identifying information regarding the withheld

documents, the Settling Defendants will provide Class Counsel with a copy of such log or

document.

(8) If any documents protected by.any privilege and/or'any privacy law or other rule or law

of this or any applicable jurisdiction are accidentally or inadvertently disclosed or produced,such

- 17-

documents shall be promptly returned to the Settling Defendants and the documents and the

information contained therein shall not be disclosed or used directly or indirectly, except with the

express written permission of the Settling Defendants, and the production of such documents

shall in no way be construed to have waived in any manner any privilege, doctrine, law, or

protection attached to such documents.

(9) The Settling Defendants' obligations to cooperate as particularized in this Section shall

not be affected by the release provisions contained in Section 7 of this Settlement Agreement.

Unless this Settlement Agreement is not approved, is terminated or otherwise fails to take effect

for. any reason or all Defendants in the Proceedings settle with the Plaintiffs and those

settlements become effective in accordance with their terms, the Settling Defendants' obligations

to cooperate shall cease at the date of final judgment in the Proceedings against all Defendants.

(10) Subject to Sections 4.1(11) and (12), the provisions set forth in this Section 4.1 are the

exclusive means by which the Plaintiffs, Class Counsel and Settlement Class Members may

obtain discovery or information or documents from the Releasees. The Plaintiffs, Class Counsel

and Settlement Class Members agree that they shall not pursue any other means of discovery

against, or seek to compel the evidence of, the Releasees, whether in Canada or elsewhere and

whether under the rules or laws of this or any other Canadian or foreign jurisdiction.

(11) The Plaintiffs may exercise any rights they have to seek to obtain discovery in the

Proceedings as against an officer, director and/or employee of the Settling Defendants put

forward to participate in employee interviews, or provide testimony at trial or otherwise pursuant

to Sections 4.1(4) and (5), if the current or former officer, director or employee of the Settling

Defendants fails to cooperate in accordance with those Sections and the provisions of this

Settlement Agreement.

(12) In the event that the Settling Defendants materially breach this Section 4.1, the Plaintiffs

may move before the Courts to enforce the terms of this Settlement Agreement.

(13) A material factor influencing the Settling Defendants' decision to execute this Settlement

Agreement is their desire to limit the burden and expense of this litigation. Accordingly, Class

Counsel agree to exercise good faith in seeking cooperation from the Settling Defendants, agree

not to seek information that is unnecessary, cumulative or duplicative and agree otherwise to

avoid imposing undue or unreasonable burdens-or expense on the Settling Defendants.

(14) The scope of the Settling Defendants' cooperation under this Settlement Agreement shall

be limited to the allegations asserted in the Proceedings as presently filed.

(15) The Settling Defendants make no representation regarding and shall bear no liability with

respect to the accuracy of any of the documents or information described in this Section 4.1, or

that they have, can or will produce a complete set of any of the documents or information

described in this Section 4.1, and the failure to do so shall not constitute a breach or violation of

this Settlement Agreement.

4.2 Limits on Use of Documents

(1) It is understood and agreed that all documents and information made available or

provided by the Settling Defendants and/or Counsel for the Settling Defendants to the Plaintiff's

and Class Counsel under this Settlement Agreement shall be used only in connection with the

prosecution of the claims in the Proceedings, and shall not be used directly or indirectly for any

other purpose, except to the extent that the documents or information are publicly available. The

Plaintiffs and Class Counsel agree they will not disclose the documents and information

provided by the Settling Defendants and/or Counsel for the Settling Defendants beyond what is

reasonably necessary for the prosecution of the Proceedings or as otherwise required by law,

except to the extent that the documents or information are publicly available. Subject to the

foregoing. Class Counsel shall take reasonable precautions to ensure and maintain the

confidentiality of such documents and information, and of any work product of Class Counsel

that discloses such documents and information.

(2) If the Plaintiffs intend to produce or file in the Proceedings any documents or other

information provided by the Settling Defendants and/or Counsel for the Settling Defendants as

cooperation under the Settlement Agreement (and such disclosure is not otherwise prohibited by

the Settlement Agreement) which, at the time of being provided, were marked or designated by

the Settling Defendants as "Confidential — Subject to Procedure Under Section 4.2(2) of the

Settlement Agreement," Class Counsel shall provide the Settling Defendants with an advance

description of the documents or other information sought to be produced or filed at least thirty

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(30) days in advance of the proposed production or filing, in order that the Settling Defendants

may intervene for the purposes of obtaining a sealing or confidentiality order or similar relief. If

a Settling Defendant intervenes for this purpose, the Plaintiffs and Class Counsel shall not

oppose a motion to intervene made by the Settling Defendants for this purpose, provided that the

form and content of the requested order is similar in substance to the order issued by the Ontario

Court in Ontario Superior Court of Justice Court File No. CV-12-44673700CP, dated July 15,

2015. The Plaintiffs and Class Counsel shall not produce or file the confidential information or

documents until the Settling Defendants' motion has been decided and all applicable appeal

periods have expired, except, so as not to delay prosecution of the Proceedings, Class Counsel

may provide, on an interim basis, documents or information to counsel for the Non-Settling

Defendants provided that counsel for the Non-Settling Defendants agree and give assurances that

they will keep the documents or information on an external-counsel only basis until the Settling

Defendants' motion has been decided and all applicable appeal periods have expired.

(3)' In the event that a Person requests disclosure of documents or information provided by

the Settling Defendants and/or Counsel for the Settling Defendants as cooperation under this

Settlement Agreement which, at the time of being provided, were marked or designated by the

Settling Defendants as "Confidential — Subject to Procedure Under Section 4.2(2) of the

Settlement Agreement", whether or not the Person applies for an .order requiring the Plaintiffs to

disclose or produce any documents or other information, Class Counsel shall provide notice to

the Settling Defendants promptly upon becoming aware of it in order that the Settling

Defendants may intervene to oppose such disclosure or production. In no circumstances shall the

Plaintiffs or Class Counsel apply for .or consent to such an application for disclosure or

production. The Plaintiffs and Class Counsel shall not disclose the confidential information or

documents until the Settling Defendants' motion has been decided and all applicable appeal

periods have expired, except: (i) to the extent such information or documents are otherwise

publicly available; (ii) as ordered to do so by a Court; or (Hi) in the event that the Person making

the request is aNon-Settling Defendant, so as not to delay prosecution of the Proceedings, Class

Counsel may provide, on an interim basis, documents or information to counsel for the Non-

Settling Defendant provided that counsel for the Non-Settling Defendant agree and give

assurances that they will keep the documents or information on an extemal-counsel only basis

-20-

until the Settling Defendants' motion has been decided and all applicable appeal periods have

expired.

(4) In addition. Class Counsel shall treat any documents received from the Settling

Defendants and designated as Confidential or Highly Confidential in accordance with the

provisions of the "Stipulation and Protective Order Governing the Production and EKchange of

Confidential Information" issued in the U.S. Litigation on July 10, 2012 (the "U.S. Protective

Order"). Notwithstanding the foregoing, to the extent that there is a conflict between the U.S.

Protective Order and any confidentiality or protective order issued in the Proceedings, the

order(s) issued in the Proceedings shall prevail.

SECTION 5 - OPTING OUT

5.1 General

(1) In the event that the settlement entered into with Sumitomo Electric Industries, Ltd.,

SEWS Canada Ltd., Sumitomo Wiring Systems, Ltd., Sumitomo Electric Wiring Systems, Inc.

and Sumitomb Wiring Systems (U.S.A.), Inc., dated September 28, 2016, is terminated and the

opt-out process provided for therein is found to be invalid as a result, the opt-out process as

contained in Section 5.2 will be implemented.

(2) in the event that the information disclosed by putative Settlement Class Members who

timely and validly opt-out pursuant to the orders of the Courts is not sufficient to determine

whether the Opt-Out Threshold is met, the Parties will seek an Order from the relevant Court

compelling such Persons to provide the requisite information to make this determination.

5.2 Procedure

(1) Persons seeking to opt-out of the Proceedings must do so by sending a written election to

opt-out, signed by the Person or the Person's designee, by pre-paid mail, courier, fax or email to

Class Counsel at an address to be identified in the notice described in-Section 11.1(1), Residents

of Quebec must also send the written election to opt-out by pre-paid mail or courier to the

Quebec Court at an address to be identified in the notice described in Section 11.1(1).

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(2) Any potential Settlement Class Member who validly opts-out of the Proceedings shall not

be able to participate in the Proceedings and no further right to opt-out of the Proceedings will be

provided.

(3) An election to opt-out sent by mail or courier will only be valid if it is postmarked on or

before the Opt-Out Deadline to the designated address in the notice described in Section 11.1(1).

Where the postmark is not visible or legible, the election to opt-out shall be deemed to have been

postmarked four (4) business days prior to the date that it is received by Class Counsel.

(4) The written election to opt-out must contain the following information in order to be

valid;

(a) the Person's full name, current address and telephone number;

(b) if the Person seeking to opt-out is a corporation, the name of the corporation and

the position of the Person submitting the request to opt-out on behalf of the

corporation;

(c) a statement to the effect that the Person wishes to be excluded from .the

Proceedings;

(d) the aggregate, purchase price (less any discounts, rebates, shipping charges, taxes,

etc.) paid by the Person'in. relation to the purchase of new Automotive Vehicles in

Canada during the Class Period; and

(e) the reason(s) for opting out.

(5) Quebec Class Members who have commenced proceedings or commence proceedings

and fail to discontinue such proceedings by the Opt-Out Deadline shail be deemed to have opted

out. Quebec Counsel warrant and represent that, to the best of their knowledge, no such action

has been commenced as of the Execution Date.

(6) Within thirty (30) days of the Opt-Out Deadline, Ontario Counsel shall provide to the

Settling Defendants a report containing the names of each Person who has validly and timely

opted out of the Proceedings, the reasons for the opt-out, if known, and a summary of the

information delivered by such Persons pursuant to this Section 5.2.

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(7) With respect to any potential Settlement Class Member who validly opts-out from the

Proceedings, the Settling Defendants reserve all of their legal rights and defences.

(8) The Plaintiffs through their respective Class Counsel expressly waive their right to opt-

out of the Proceedings.

SECTION 6 - TERMINATION OF SETTLEMENT AGREEMENT

6.1 Right of Termination

(1) In the event that:

(a) any Court declines to certify or authorize the Proceedings for the purposes of the

Settlement Agreement;

(b) any Court declines to dismiss or declare settled out of court the Proceedings

against the Settling Defendants;

(c) any Court declines to approve this Settlement Agreement or any material part

hereof;

(d) any Court approves this Settlement Agreement in a materially modified form;

(e) any Court issues a settlement approval order that is materially inconsistent with

the .terms of the Settlement Agreement or not substantially in the form attached to

this Settlement Agreement as Schedule C;

(f) any orders approving this Settlement Agreement made by the Ontario Court, the

BC Court or the Quebec Court do not become Final Orders; or

(g) any Court or other court whose approval is required declines to approve the

settlement agreement in any of the Canadian Settlements in substantially the form

in which it was executed;

the Plaintiffs and the Settling Defendants shall each have the right to terminate this Settlement

Agreement by delivering a written notice pursuant to Section 15,18, within thirty (30) days

following an event described above.

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(2) In the event that the Opt-Out Threshold is met or exceeded, the Settling Defendants shall

have the right to terminate this Settlement Agreement by delivering a written notice to Class

Counsel pursuant to Section 15.18, within thirty (30) days after Class Counsel has delivered to

the Settling Defendants the opt-out report required by paragraph 12 of the Order dated November

2,2016.

(3) Except as provided for in Section 6.4, if the Settlement Agreement .is terminated, the

Settlement Agreement shall be null and void and have no further force or effect, and shall not be

binding on the terminating Parties, and shall not be used as evidence or otherwise in any

litigation or in any other way for any reason.

(4) Any order, ruling or determination made by any Court with respect to:

(a) Class Counsel Fees or Class Counsel Disbursements;

(b) the opt-out process; or

(c) the Distribution Protocol

shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement

and shall not provide any basis for the termination of this Settlement Agreement.

6.2 If Settlement Agreement is Terminated

(1) If this Settlement Agreement is not approved, is terminated in accordance with its terms

or otherwise fails to take effect for any reason:

(a) no motion to certify or authorize any of the Proceedings as a class proceeding on

the basis of this Settlement Agreement, or to approve this Settlement Agreement,

which has not been decided, shall proceed;

(b) any order certifying or authorizing a Proceeding as a class proceeding on the basis

of the Settlement Agreement or approving this Settlement Agreement shall be set

aside and declared null and void and of no force or effect, and anyone shall be

estopped from asserting otherwise;

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(c) any prior certification or authorization of a Proceeding as a class proceeding on

the basis of this Settlement Agreement, including the definitions of the Settlement

Class and the Common Issue pursuant to this Settlement Agreement, shall be

without prejudice to any position that. any of the Parties or Releasees may later

take on any issue in the Proceedings or any Other Actions or other litigation; and

(d) within ten (10) days of such termination having occurred, Class Counsel shall

destroy ail documents or other materials provided by the Settling Defendants

and/or Counsel for the Settling Defendants under this Settlement Agreement or

containing or. reflecting information derived from such documents or other

materials received from the Settling Defendants and/or Counsel for the Settling

Defendants and, to the extent Class Counsel has disclosed any documents or

information provided by the Settling Defendants and/or Counsel for the Settling

Defendants to any other Person, shall recover and destroy such documents or

information. Class Counsel shall provide Counsel for the Settling Defendants with

a written certification by Class Counsel of such destruction. Nothing contained in

this Section 6.2 shall be construed to require Class Counsel to destroy any of their

work product. However, any documents or information provided by the Settling

Defendants and/or Counsel for the Settling Defendants, or received from the

Settling Defendants and/or Counsel for the Settling Defendants in connection with

this Settlement Agreement, may not be disclosed to any Person in any manner or

used, directly or indirectly, by Class Counsel or any other Person in any way for

any reason, without the express prior written permission of the relevant Settling

Defendants. Class Counsel shall take appropriate steps and precautions to ensure

and maintain the confidentiality of such documents, information and any work

product of Class Counsel derived from such documents or information.

6.3 Allocation of Settlement Amount Following Termination

(1) If the Settlement Agreement is not approved, is terminated or otherwise fails to take

effect for any reason, Siskinds LLP shall, within thirty (30) days of the written notice pursuant to

Section 6.1(1), return to the Settling Defendants the amount they have paid to Siskinds LLP, plus

all accrued interest thereon, but less the Settling Defendants' proportional share of the costs of

notices required by Section 11.1(1) up to a maximum of $30,000 for all the Canadian

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Settlements and, for any translations required by Section 15.12, up to a maximum of $7,750 for

all the Canadian Settlements.

6.4 Sumval of Provisions After Termination

(1) If this Settlement Agreement is not approved, is terminated or otherwise fails to take

effect for any reason, the provisions of Sections 3.1(7), 3.2(3), 4.l(3)(b), 4.2(3), 6.1(3), 6.2, 6.3,

6,4, 9.1, 9.2, 11.1(3), 12.2(4), 13.2(1) and 15.2 and the definitions and Schedules applicable

thereto shall survive the termination and continue in full' force and effect. The definitions and

Schedules shall survive only for the limited purpose of the interpretation of Sections 3.1(7),

3.2(3), 4.1(3)(b), 4.2(3), 6.1(3), 6.2, 6.3, 6,4, 9.1, 9.2, 11.1(3), 12.2(4), 13,2(1) and 15,2 within

the meaning of this Settlement Agreement, but for no other purposes. All other provisions of this

Settlement Agreement and all other obligations pursuant to this Settlement Agreement shall

cease immediately.

SECTION 7 - RELEASES AND DISMISSALS

7.1 Release ofReIeasees

(1) Upon the Effective Date, subject to Section 7.3, and in consideration of payment of the

Settlement Amount and for other valuable consideration set forth in the Settlement Agreement,

the Releasors forever and absolutely release and forever disch'arge the Releasefes from the

Released Claims that any of them, whether directly, indirectly, derivatively, or in any other

capacity, ever had, now have, or hereafter can, shall, or may have.

(2) The Plaintiffs and' Settlement Class Members acknowledge that they may hereafter

discover facts in addition to, or different from, those facts which they know or believe to be true

regarding the subject matter of the Settlement Agreement, and it is their intention to release fully,

finally and forever all Released Claims and, in furtherance of such intention, this release shall be

and remain in effect notwithstanding the discovery or existence of different facts.

(3) Notwithstanding any of the foregoing, the releases granted pursuant to the present section

shall be deemed partial for the purposes of article 1687 and following of the Civil Code of

Quebec, shall enure only to the benefit of the Releasees and shall not preclude, foreclose or

otherwise limit the rights of the Quebec Plaintiff and of the Settlement Class Members in the

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Quebec Action against the Non-Settling Defendants or unnamed alleged co-conspirators that are

not Releasees.

7.2 Release by Releasees

(1) Upon the Effective Date, each Releases forever and absolutely releases each of the other

Releasees from any and all claims for contribution or indemnity with respect to the Released

Claims.

7.3 Covenant Not to Sue

(1) Upon the Effective Date, and notwithstanding Section 7.1, for any Settlement Class

Members resident in any province or territory where the release of one tortfeasor is a release of

all other tortfeasors, the Releasors do not release the Releasees but instead the Releasors

covenant and undertake not to make any claim in any way or to threaten, commence, participate

in or continue any proceeding in any jurisdiction against the Releasees in respect of or in relation

to the Released Claims. For greater certainty, Section 7.1(3) continues to apply to residents of

Quebec.

7.4 No Further Claims

(1) Upon the Effective Date, each Releasor shall not now or hereafter institute, continue,

maintain, intervene in or assert, either directly or indirectly, whether in Canada or elsewhere, on

their own behalf or on behalf of any class or any other Person, any proceeding, cause of action,

claim or demand against any Releasee, or any other Person who may claim contribution or

indemnity, or other claims over relief, from any Releasee, whether pursuant to the Negligence

Act, RSO 1990, c. N. 1 or other legislation or at common law or equity in respect of any

Released Claim, except for the continuation of the Proceedings against the Non-Settling

Defendants or named or unnamed co-conspirators that are not Releasees or, if the Proceedings

are not certified or authorized with respect to the Non-Settling Defendants, the continuation of

the claims asserted in the Proceedings on an individual basis or otherwise against any Non-

Settling Defendant or named or unnamed co-conspirator that is not a Releasee. For greater

certainty and without limiting the generality of the foregoing, the Releasors shall not assert or

pursue a Released Claim, against any Releasee under the laws of any foreign jurisdiction.

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7.5 Dismissal of the Proceedings

(1) Upon the Effective Date, the Ontario Action and BC Action shall be dismissed with

prejudice and without costs as against the Settling Defendants. . .

(2) Upon the Effective Date, the Quebec Action shall be declared settled out of court with

prejudice and without costs as against the Settling Defendants.

7.6 Dismissal of Other Actions

(1) Upon the Effective Date, each member of the Settlement Class shall be deemed to

irrevocably consent to the dismissal, without costs, with prejudice and without reservation, of

his,.her or its Other Actions against the Releasees, to the extent such Other Actions relate to

Electronic Control Units.

(2) Upon the Effective Date, all Otl^er Actions commenced by any Settlement Class Member,

to the extent such Other Actions relate to Electronic Control Units, shall be dismissed as against

the Releasees, without costs, with prejudice and without reservation.

7.7 Material Term

(1) The releases, covenants, dismissals, and granting of consent contemplated in this Section

shall be considered a material term of the Settlement Agreement and the failure of any Court to

approve the releases, covenants, dismissals, and granting of consent contemplated herein shall

give rise to a right of termination pursuant to Section 6.1 of the Settlement Agreement.

SECTION 8 - BAR ORDER, WAIVER OF SOLTOARITY ORDER AND OTHERCLAIMS

8,1 Ontario and British Columbia Bar Order

(1) Class Counsel shall obtain a bar order from the Ontario Court and the BC Court

providing for the following:

(a) all claims for contribution, indemnity or other claims over, whether asserted,

unasserted or asserted in a representative capacity, inclusive of interest, taxes and

costs, relating to the Re